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| --- | --- | --- |
|   |    | power to execute, deliver, and perform its obligations under the Guarantee. Neither the execution and delivery of the Agreement or the Guarantee by AirTran or Holdings
(respectively), nor the consummation of the transactions contemplated thereby, requires the approval of the stockholders of AirTran or Holdings, or will result in any violation of (a) its Certificate of Incorporation or By-laws, or (b) any Law known
to us to be applicable to, or binding on, AirTran or Holdings.  |

  




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| --- | --- | --- |
|   | (c) | The execution, delivery, and performance by AirTran of the Agreement and by Holdings of the Guarantee do not, to our knowledge, breach or result in a default under any indenture,
mortgage, or other agreement to which AirTran or Holdings is a party or by which AirTran or Holdings is bound.  |

  




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| --- | --- | --- |
|   | (d) | The execution, delivery, and performance of the Agreement by AirTran and the Guarantee by Holdings have been duly authorized by all necessary corporate action on the part of AirTran
and Holdings, respectively, and the Agreement has been duly executed and delivered by AirTran, and the Guarantee has been duly executed and delivered by Holdings.  |